EXHIBIT 2.2
PLAN OF REORGANIZATION AND AGREEMENT
Plan of Reorganization and Agreement dated this 20th day of September,
1997 by and between NUTEK, INC., a publicly held corporation, organized and
existing under the laws of the State of Nevada, with its principal office at
0000 X. Xxxxx Xxx., Xxx 000, Xxxxx Xxx, XX 00000 (the "PURCHASER"); and
International Licensing Group, Inc. ("ILG"), a closely held corporation,
organized and existing under the laws of the State of Delaware with its
principal office at 00000 Xxxxxxxxx Xxxx., #X-000, Xxxxxx XX 00000 and its
SHAREHOLDER AUTHORIZED REPRESENTATIVE ("SHAREHOLDER REP").
WHEREAS, the PURCHASER, by its Certificate of Incorporation, has
authorized capital stock consisting of 50,000,000 shares of voting Common
Stock par value $.001 per share of which 11,730,000 shares are issued and
Outstanding ("Purchasers' Common Stock"), and
WHEREAS, ILG, by its Certificate of Incorporation, has authorized capital
stock consisting of 4,800,000 shares of voting Common Stock, par value $.001
per share, of which 4,800,000 shares are now issued and outstanding owned by
its SHAREHOLDERS, and,
WHEREAS, the parties hereto desire to adopt a tax-free B-type Plan of
Reorganization (the "PLAN OF REORGANIZATION") pursuant to Section 368(1)
(B) of the Internal Revenue Code of 1954, as amended, and,
WHEREAS, the parties hereto believe many efficiencies can be accomplished as
a result of this Plan of Reorganization, such as, development of a stronger
organization with greater access to capital for growth and lower financing
costs, diversification into new fields, improvement of competitive position,
and promotion of the expansion of the business and operations presently
conducted by the PURCHASER and ILG.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Adoption of Plan of Reorganization
The parties hereto hereby adopt the Plan of Reorganization which will
comprise the acquisition by the PURCHASER of 100% of the outstanding voting
shares of ILG solely in exchange for voting shares of the Common Stock, par
value $ .001 per share (the "Common Stock") of the PURCHASER upon and subject
to the terms and conditions of this PLAN of REORGANIZATION as hereinafter set
forth. The parties hereto will promptly take such corporate and legal action as
in the opinion of their respective officers may be necessary or desirable
to effect such PLAN OF REORGANIZATION.
2. Manner of Exchange of Shares
2.1 Subject to the terms and conditions of this PLAN OF
REORGANIZATION and
AGREEMENT, the manner of exchange of the outstanding shares of the Common
Stock of IX for the shares of the PURJIASER shall be as follows:
2.1.1 The SHAREHOLDERS OF ILG agree to assign, transfer and deliver
all of their shares of the Common Stock of ILG owned by them, for a total of
4,800,000 shares, constituting 100% of the outstanding shares of ILG and free
and clear of all liens, pledges, charges and encumbrances of every kind, nature
and description to the PURCHASER on the closing (as hereinafter defined) in
exchange for the shares of the PURCHASER referred to in paragraph 2.1.2
pursuant to the PLAN OF REORGANIZATION AND AGREEMENT.
2.1.2 On the Closing Date, the PURCHASER hereby agrees to assign,
transfer and deliver to the SHAREHOLDER REPRESENTATIVE, its Common Stock, for
a total of 1,600,000 shares.
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3. Closing
The Closing provided for in this Agreement shall take place at the
offices of the PURCHASER on the 20th day of September , 1997, or at such
other place or such other time as the parties shall mutually agree (the
"Closing").
4. Schedules of Properties' Contracts, and Personnel Data to be
Delivered by ILG prior to Closing.
ILG shall deliver to the PURCHASER, as soon as practicable after
the execution hereof, but in no event no later than ten days before the
Closing, accurate lists and summary descriptions, certified correct by
authorized officers of ILG, of the following:
4.1 Real Property - All real property owned of record or
beneficially or leased by the Company, including oil leases, accompanied by
the original or certified copies of the deeds, leases, title insurance
policies and other relevant documents.
4.2 Inventories - Inventories of materials, machinery, equipment,
furniture and fixtures, as recorded in the books of account of ILG.
4.3 Patents, Trademarks, Trade Secrets, Etc. - All patents, patent
applications, trademarks, trade-xxxx registration and applications therefore,
patent licenses, contracts with employees or others relating in whole or in
part to disclosure, assignments or patenting of any invention, discoveries,
improvements, processes, formulae or other know-how and all other agreements
relating to any item in any categories referred to herein owned partially or
totally by ILG, accompanied by the originals or certified copies thereof.
4.4 Automobiles and Trucks - A schedule of all autos, trucks and
other vehicles owned or leased by ILG.
4.5 Insurance policies - A schedule of all insurance policies,
with
respect to ILG and covering its properties, buildings, machinery,
equipment, furniture, fixtures, and operations, accompanied by the originals or
certified copies thereof.
4.6 Powers of Attorney - The names of all persons, if any, holding
powers of attorney from ILG.
4.7 Stock Options - The names of all optionees, if any, holding
outstanding options to purchase the stock of ILG, the date and expiration
date thereof, the number of shares of stock subject thereto and option
price.
4.8 Loan and Credit Agreements - All mortgages, deeds of trust,
loan or credit agreements, performance bonds, and similar instruments to which
ILG is a party.
4.9 Government Authorization Or License - All authorizations,
licenses or registrations or applications therefor not otherwise covered herein,
presently issued to, registered in the name of, ILG, necessary for the conduct
of its business, accompanied by the originals or certified copies thereof.
5. Documents to be Delivered to the PURCHASER by ILG at the Closing
5.1 At the Closing, ILG and/or the SHAREHOLDER REP shall deliver
to the PURCHASER the following:
5.1.1 Certificates representing all of the outstanding shares of
ILG, for a total of 4,800,000 shares, all of which shall be duly endorsed
in blank, or, in the alternative, with stock powers affixed thereto, in
proper form for transfer, with transfer taxes with respect to such shares,
if applicable, paid, or a check for the necessary costs thereof delivered.
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5.1.2 Resignations of all officers and directors of ILG.
5.1.3 The minute book, stock certificate book and ledger and other
similar corporate records, including the items listed in paragraphs 4.1
through 4.9 hereof, if not previously delivered, together with all books,
records, tax returns and other similar items necessary or convenient to the
conduct of the business of ILG.
5.1.4 The original or certified copies of the Certificate of
Incorporation and By-Laws of ILG.
5.1.5 A certified Balance Sheet and Statement of Profit and Loss of
ILG, for the period ending August 31, 1997, in conformity with generally
accepted accounting principles applied on a consistent basis.
6. Warranties of ILG and the SHAREHOLDERS
6.1 ILG and the SHAREHOLDER REP represent, warrant and covenant
6.1.1 ILG is a corporation organized and existing under the laws of the State
of Delaware, with full authority and licenses wherever required in order to
conduct its business as presently being carried on and with full power and
authority to carry out the transaction contemplated under this Plan of
Reorganization and Agreement.
6.1.2 The Common Stock of ILG to be delivered to the PURCHASER has
been validly issued, fully paid and no assessable, and that such shares are,
and shall be free and clear of all liens, pledges, charges, options, calls,
agreements and encumbrances of every kind, nature and description.
6.1.3 All corporate and other proceedings required to be taken by or
on its part to authorize it to carry out this plan of Reorganization and
Agreement have been duly and properly taken and this Plan of Reorganization
and Agreement is valid and binding obligation of ILG and the SHAREHOLDERS and
enforceable in accordance with its terms.
6.1.4 The original or certified copies of the Certificate of
Authority and By-Laws of ILG delivered to the PURCHASER are correct and
complete.
6.1.5 ILG has no material liabilities or obligations except those
disclosed on the financial statements of ILG delivered to the PURCHASER
pursuant to paragraph 5.1.5 hereof or incurred in the normal and regular
conduct of its business since the date of the aforesaid financial statements.
6.1.6 ILG is not a party to any written or oral, express or implied,
agreement of any kind, nature or description; except those required to be
set forth in paragraphs 4.1 through 4.9 hereof.
6.1.7 ILG has in all respects performed all obligations required
to be performed by it to date and is not in default under any agreement,
lease, or other instrument of which it is a party.
6.1.8 There are no actions, suits, proceedings, or investigations
(whether or not purportedly on behalf of ILG), threatened against or
affecting ILG or its properties, business, at law or in equity, or before any
federal, state, municipal or other governmental department, commission, board,
bureau, agency, instrumentality, domestic or foreign.
6.1.9 ILG has complied in all material respects with all laws,
regulations, and judicial or administrative tribunal orders applicable to
its business and holds all licenses or permits required to conduct the business
now being conducted by it.
6.1.10 All federal, state and local tax returns required to be
filed by ILG have been duly filed. All federal, state, city, profits, franchise,
sales, use, occupation, property, excise or other taxes due have been duly
paid or adequately reserved for upon the books of ILG.
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6.1.11 No representation or warranty by ILG or the SHAREHOLDERS in
this Plan of Reorganization and Agreement or in any document delivered
pursuant to the terms hereof or in connection with the consummation of the
transaction contemplated hereby will contain any untrue statement of material
fact or omit to state a material fact necessary to make the statement contained
therein not misleading.
6.1.12 The representations and warranties of ILG and the
SHAREHOLDERS contained herein shall be true as of The Closing with the same
effect as though all such representations and warranties had been made on
and as of that date.
7. Documents to be Delivered to ILG By the Purchaser at the Closing
7.1 At the Closing, the PURCHASER will deliver to the SHAREHOLDER
REP or any other person or persons authorized, in writing signed by the
SHAREHOLDER, certificates of its Common Stock, in The name of each
SHAREHOLDER, to which he is entitled pursuant to the provisions of
paragraph 2.1.2 hereof, with transfer taxes with respect to such shares,
if applicable, paid, provided, the PURCHASER receives or has received the
shares of the common stock of ILG to which it is entitled pursuant to
paragraph 2.1.1 hereof.
8. Warranties of the Purchaser
8.1 The PURCHASER represents and warrants that:
8.1.2 The PURCHASER is a corporation duly organized and existing and
in good standing under the laws of the State of Nevada, with full authority
and licenses wherever required, in order to conduct its business as now
being carried on, and with full power and authority to carry out the
transactions contemplated under this Plan of Reorganization and Agreement.
8.1.3 The Common Stock of The PURCHASER to be delivered hereunder
is, and will be, validly issued, fully paid and no assessable, and such stock
is and shall be free and clear of all encumbrances of every kind, nature or
description.
8.1.4 All corporate and other proceedings required to be taken by or
on its part to authorize it to carry out this Plan of reorganization and
Agreement have been duly and properly taken and this Agreement is a valid and
binding obligation of the PUICHASER enforceable in accordance with its terms.
8.1.5 The PURCHASER has authorized capital stock consisting of
50,000,000 shares of Common Stock, par value $ .001 per share of which
11,730,000 Shares are issued and outstanding.
8.1.6 There are no actions, suits, proceedings or investigations
pending or to the knowledge of the PURCHASER threatened against or affecting
the PURCHSER or its properties or business, at law, or in equity, or before
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign.
8.1.7 The PURCHASER is not in default with respect to any order,
injunction or decree of any court of federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign.
8.1.8 The PURCHASER has complied in all material respect with all
laws, regulations and judicial or administrative tribunal orders applicable
to its business now being conducted by it.
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8.1.9 The financial statements of the PURCHASER heretofore
delivered by it to ILG are true and correct in all material respects and
the PURCHASER has no material liabilities except those disclosed on such
financial statements or incurred in the normal and regular conduct of its
business since the date of such statements.
8.1.10 The representations and warranties of the PURCHASER
contained herein shall be true as of the Closing with the same effect as though
all such had been made on and as of that date.
9. Investment Purpose
9.1 The SHARSHOLDERS and ILG each understand that the Common Stock
to be acquired by him pursuant to this Plan of Reorganization and Agreement
have not been registered under the Securities Act of 1933, as amended (the
"Act"). Each SHAREHOLDER represents that he is acquiring the Common Stock to be
issued to him pursuant to this Plan of Reorganization and Agreement for
investment and not with a view to, or for sale in connection with, any
distribution thereof and that he has no present intention of or
distributing the Common Stock, and understands that an appropriate legend is
noted on each stock certificate.
9.2 The SHAREHOLDERS each agree that he will not offer, sell or
transfer or otherwise dispose of any of the Common Stock, acquired by him
pursuant to this Plan of Reorganization and Agreement, except in compliance
with the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended and the Rates and Regulations promulgated there under by the
Securities and Exchange Commission.
10. Registration of the Common Stock
If the PURCHASER shall at any time register any securities for its
own account or for the account of others under the Act on Form S-l or any
comparable form, the PURCHASER will give the SHAREHOLDERS timely notice of such
registration (either prior to or upon the filing of a registration statement in
respect thereof) and promptly, after receipt of a written request made by the
SHAREHOLDERS or any one or more of them, within twenty (20) days after the
giving of such notice, the PURCHSER at its sole expense will register under
such Act all or part of such Common Stock covered by such request; provided the
offering of such Common Stock may be deferred for a period not exceeding forty
(40) days from the effective date of such registration statement, if the
underwriter for securities to be sold by the PURCHASER is of the opinion that a
simultaneous offering of such Common Stock would adversely interfere with the
sale of such securities.
11. Survival of Representations
All representations, warranties and agreements of the parties shall
survive the closing.
12. Assigns
All of the terms and provisions of this Plan of Reorganization and
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the Individual parties hereto and their respective executors,
administrators, heirs, successors and assigns, and the corporate parties
hereto and their respective successors and assigns.
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13. Hold Harmless
The PURCHASER agrees to indemnify and hold each shareholder,
officer, director and employee, of ILG harmless, from any and all
liabilities to any other person(s) or entity, based on a claim arising out of
such status, during the time, he or she was a shareholder, officer,
director or employee of ILG.
14. Expenses
In connection with this Plan of Reorganization and Agreement and the
transactions contemplated hereby, ILG and the SHAREHOLDERS shall pay their
expenses and costs and the PUICHASER shall pay its own expenses and costs.
15. Further Assurances
Each of the parties hereto will at any time and from time to time
before and after the Closing, upon request of another party so to do, execute,
acknowledge, and deliver all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances which may be
required to carry out the provisions of this Agreement.
16. Notices
Any notice or other document to be given hereunder or pursuant
hereto to any party shall be in writing and delivered personally or sent
by certified or registered mail, return receipt requested, to the respective
address of the party set forth in the first paragraph on the first page of
this Plan of Reorganization and Agreement.
17. Governing Law
The parties hereto agree that this agreement, regardless of where
executed or delivered, the laws of the State of Nevada shall govern the
interpretation of this Plan of Reorganization and venue shall be in a court
of competent jurisdiction located in Las Vegas, Nevada.
18. Amendments and Counterparts
This instrument contains the entire agreement between the parties
and may not be altered, amended or terminated except in writing signed by
all parties. This Plan of Reorganization and Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument
IN WITNESS WHEREOF, the parties hereto have caused this Plan
Of Reorganization and Agreement to be duly executed as of the day and year
written in the space provided below next to the respective lines for
signatures.
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